Execution
      Copy

    


    EMPLOYMENT
      AGREEMENT

    THIS
      EMPLOYMENT AGREEMENT (“Agreement”)
      is
      made this 24th day of June, 2008 by and between NeoGenomics, Inc. a Nevada
      corporation ("Employer"
      and
      collectively with any entity that is wholly or partially owned by the Employer,
      the “Company”),
      12701
      Commonwealth Drive, Suite #5, Fort Myers, Florida 33913 and Jerome J. Dvonch
      (“Employee”),
      an
      individual who resides at 11169 Lakeland Circle, Fort Myers, FL 33913, and
      is
      effective as of the date set forth below. 

    


    RECITALS:

    


    WHEREAS,
      The
      Company is engaged in the business of providing genetic and molecular diagnostic
      testing services to doctors, hospitals and other healthcare institutions;
      and

    


    WHEREAS,
      The
      Employee has been employed by the Employer for the last three years and the
      parties desire to renew the Employee’s employment contract, and the Employee is
      willing to continue to be employed by the Employer, and the Employer is willing
      to continue to employ the Employee, in accordance with the terms, covenants,
      and
      conditions as set forth in this Agreement.

    


    Now,
      therefore, in consideration of the mutual promises set forth herein and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Employer and the Employee agree as follows:

    


    1. Employment
      Period.
      Subject
      to the terms and conditions set forth herein and unless sooner terminated as
      hereinafter provided, Company shall employ Employee and Employee agrees to
      serve
      as an employee of Company for a four-year period, beginning on July 1, 2008
      (the
“Effective
      Date”)
      to and
      including the 4th
      anniversary of the Effective Date (the “Initial
      Employment Term”),
      and
      after the Initial Employment Term, the Agreement shall automatically renew
      for
      consecutive one year periods (“renewal
      term”),
      unless a written notice of a party’s intention to terminate this Agreement at
      the expiration of the Initial Employment Term (or any renewal term) is delivered
      by either party at least one (1) month prior to the expiration of the Initial
      Employment Term or any renewal term, as applicable. For purposes of this
      Agreement, the Initial Employment Term and any renewal term thereof are
      collectively referred to herein as the “Employment
      Period”
or
      the
“Term”.
      This
      Agreement shall supersede all previous agreements between the Employer and
      the
      Employee and shall take priority over all previous agreements relating to the
      subject matter of this Agreement, provided, however, that all prohibitions
      against Employee misappropriating or misusing confidential information, trade
      secrets and soliciting clients of Employer and/or competing with Employer after
      termination shall continue to be enforceable back to the original date of
      execution of such other agreements. 

    


    2. Employment
      and Duties.
      The
      Employer shall employ the Employee as an employee at will, as such term is
      construed under Florida law in the capacity of Director of Finance and Principle
      Accounting Officer. The Employee accepts this employment, subject to the general
      supervision of and pursuant to the orders and direction of the Employer. The
      Employee shall perform such duties as are customarily performed by one holding
      such positions in the same or similar businesses or enterprises as that engaged
      in by the Employer. The Employee shall also render such other and unrelated
      services and duties as the Employer may assign from time to time. The Employee
      will report to the Company’s Chief Financial Officer and if there is no Chief
      Financial Officer, then to the Chief Executive Officer, and if there is not
      Chief Executive Officer, then to the President.

     

    
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    3. Compensation
      and Benefits of the Employee.
      The
      Employer shall compensate Employee for Employee's services rendered under this
      Agreement as follows:

    


    
      	 	
              a.

            	
              Base
                Salary.
                Unless otherwise adjusted by the Employee’s supervisor or the Compensation
                Committee of the Board of Directors of the Company (the “Board”),
                beginning on the Effective Date, Employee shall be paid a base salary
                by
                Employer equating to $150,000 per annum. Such Base Salary will be
                paid at
                such times as is consistent with normal Company policy. Employee
                understands that he will not be eligible for a further increase in
                Base
                Salary until 24 months from the Effective
                Date.

            


    

     

    
      	 	
              b.

            	
              Bonus.
                Employee will be eligible for an annual cash bonus based on performance.
                The amount of such bonus shall be based on the available resources
                of the
                Company and shall be at the discretion of the Compensation Committee
                of
                the Board of Directors. 

            


    

    
      	 	
              c.

            	
              Benefits.
                Employee will be entitled to participate in and the Company shall
                pay for
                all medical and other benefits that the Company has established for
                employees of the Company, including, but not limited to one hundred
                percent (100%) of any health insurance premium for the Employee in
                accordance with the Company’s policy for such reimbursement as well as any
                other benefits established for officers of the Company by the Board
                of
                Directors. All benefits that may be payable by the Company are identified
                in the Employee Handbook and are subject to change without notice
                or
                explanation. 

            


    

    


    
      	 	
              d.

            	
              Stock
                Options.
                On the Effective Date, the Employee will be granted an option to
                purchase
                100,000 shares of the Company’s common stock (the “Options”)
                on the terms and conditions listed below. Such Options will have
                a strike
                price of $1.01/share and the vesting and other terms of such Options
                shall
                be as outlined below. 

            


    

    


    1.) Time-based
      Options
      - 48,000
      of such options will be time-based options and will vest 1,000 options per
      month
      on the last day of each month over the four years of the Initial Employment
      Term. 

     

    2.) Performance-based
      Options
      - 52,000
      of such options will be performance-based options and will vest according to
      the
      schedule outlined below. Employee understands and acknowledges that if the
      performance metrics for any given year are not met, then such options shall
      be
      forfeited and may not be rolled into successive years.

    


    Vesting
      of Performance-Based Options

     

    
      	
            	6,500	
              if
                the Company achieves the consolidated revenue goal for FY 2008 outlined
                by
                the Board of Directors as part of the Company’s FY 2008 budget after
                excluding
                the effects of any Revenue Exclusions for such fiscal year and;

            


    

    
      	
            	6,500	
              if
                the Company achieves the consolidated net income goal for FY 2008
                outlined
                by the Board of Directors as part of the Company’s FY 2008 budget
                after
                excluding the effects of any Net Income Exclusions for such fiscal
                year;

            


    

    
      	
            	6,500	
              if
                the Company achieves the consolidated revenue goal for FY 2009 outlined
                by
                the Board of Directors as part of the Company’s FY 2009 budget after
                excluding
                the effects of any Revenue Exclusions for such fiscal year and;

            


    

     

    
      	
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            	6,500	
              if
                the Company achieves the consolidated net income goal for FY 2009
                outlined
                by the Board of Directors as part of the Company’s FY 2009 budget
                after
                excluding the effects of any Net Income Exclusions for such fiscal
                year;

            


    

    
      	
            	6,500	
              if
                the Company achieves the consolidated revenue goal for FY 2010 outlined
                by
                the Board of Directors as part of the Company’s FY 2010 budget after
                excluding
                the effects of any Revenue Exclusions for such fiscal year and;

            


    

    
      	
            	6,500	
              if
                the Company achieves the consolidated net income goal for FY 2010
                outlined
                by the Board of Directors as part of the Company’s FY 2010 budget
                after
                excluding the effects of any Net Income Exclusions for such fiscal
                year;

            


    

    
      	
            	6,500	
              if
                the Company achieves the consolidated revenue goal for FY 2011 outlined
                by
                the Board of Directors as part of the Company’s FY 2011 budget after
                excluding the effects of any Revenue Exclusions for such fiscal year
                and;

            


    

    
      	
            	6,500	
              if
                the Company achieves the consolidated net income goal for FY 2011
                outlined
                by the Board of Directors as part of the Company’s FY 2011 budget
                after
                excluding the effects of any Net Income Exclusions for such fiscal
                year;

            


    

    


    
      	 	 	
              All
                Options awarded pursuant to this paragraph will be Incentive Stock
                Options
                (ISOs) to the extent allowable under current SEC and IRS
                guidelines,
                and that the remainder, if any, will be in the form of non-qualified
                stock
                options.
                The grant of these time-based options will be made pursuant to the
                Company
                Stock Option Plan and will be evidenced by a separate Option Agreement,
                which the Company will execute within sixty (60) days of the date
                of this
                Agreement, provided that it has received an executed copy of the
                Company’s
                Confidentiality, Non-Competition and Non-Solicitation Agreement from
                the
                Employee. So long as the Employee remains employed by the Company,
                such
                time-based options will have a seven-year term with which to be exercised
                from the grant date. The
                Employee understands that upon termination of his employment, he
                will only
                have up to ninety (90) days to exercise any vested options.
                

            


    

    


    
      	 	
              e.

            	
              Revenue
                and Net Income Exclusions Defined.
                For the purposes of Section 3d above, to the extent the Company acquires
                any companies or businesses during any given fiscal year and the
                financial
                impact of such acquisition was not previously factored into the annual
                operating budget approved by the Board of Directors, the following
                revenue
                and net income adjustments shall be made to the Company’s fiscal results
                in measuring whether or not the Company has met or exceeded the specific
                performance targets outlined in Sections
                3d.

            


    

    


    
      	 	 	
              1.)
                “Revenue
                Exclusions”
                shall be defined as the pro rated annualized quarterly GAAP revenue
                of any
                company or business acquired by the Company for the most recent fiscal
                quarter prior to the date such company or business is acquired by
                the
                Company. Such annualized quarterly revenue shall be prorated by
                multiplying the total annualized quarterly revenue described above
                by a
                fraction, the numerator of which is the number of days of the financial
                results of the acquired business or company that are included in
                the
                Company’s financial results during the fiscal year in question, and the
                denominator of which is 365. 

            


    

     

    
      	
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              2.)
                “Net
                Income Exclusions”
                shall be defined as the pro rated annualized quarterly GAAP net income
                of
                any company or business acquired by the Company for the most recent
                fiscal
                quarter prior to the date such company or business is acquired by
                the
                Company. Such annualized quarterly net income shall be prorated by
                multiplying the total annualized quarterly net income described above
                by a
                fraction, the numerator of which is the number of days of the financial
                results of the acquired business or company that are included in
                the
                Company’s financial results during the fiscal year in question, and the
                denominator of which is 365. Net
                income exclusions shall also include a) any non-cash stock compensation
                expenses over and above what was included in any budget, and b) any
                extraordinary or non-recurring expenses that were not included in
                the
                budget for any given year and in the reasonable judgment of the
                Compensation Committee could not have been foreseen by Management
                during
                the process to set the budget for such
                year.

            


    

    


    
      	 	
              f.

            	
              Paid
                Time-Off and Holidays.
                Employee’s paid time-off (“PTO”)
                and holidays shall be consistent with the standards set forth in
                the
                Employee Handbook, as revised from time to time or as otherwise published
                by the Company. Notwithstanding the previous sentence, Employee
                will be eligible for four (4) weeks of paid time off (PTO)/year (160
                hours), which will accrue on a pro-rata basis throughout the year,
                provided, however, that it is the Company’s policy that no more than forty
                (40) hours of paid time-off can be accrued and carried forward for
                any
                given employee as of the anniversary of their employment date in
                any given
                year. Thus, when accrued PTO reaches two hundred (200) hours, Employee
                will cease accruing PTO until accrued PTO is one hundred sixty (160)
                hours
                or less - at which point Employee will again accrue PTO until he
                reaches
                two hundred (200) hours. In addition to paid time off, there are
                also six
                (6) paid national holidays and two (2) “floater” days available to Company
                employees. Employee
                agrees to schedule such paid time-off so that it minimally interferes
                with
                the Company’s operations. Such PTO does not include Board of Directors
                excused absences.

            


    

    


    
      	 	
              g.

            	
              Reimbursement
                of Normal Business Expenses.
                The Company will reimburse all normal business expenses of the Employee
                not covered by the above paragraphs, including, but not limited to,
                cell
                phone expenses and business related travel, meals and entertainment
                expenses in accordance with the Company’s polices for such
                reimbursement.

            


    

    


    4. Best
      Efforts of the Employee and Place of Employment. Employee
      agrees to perform all of the duties pursuant to the express and implicit terms
      of this contract to the reasonable satisfaction of Employer. Employee further
      agrees to perform such duties faithfully and to the best of his ability, talent,
      and experience, and devote his full-working time and attention on Employer's
      business (at least forty (40) hours per week). Employee shall render such duties
      at the Employer’s primary place of business in Fort Myers, FL or such other
      place or places as the interest, needs, business, or opportunity of Employer
      shall require. 

     

    5. Termination. The
      parties agree that any termination of the Employee under this Agreement will
      be
      governed as follows:

    


    
      	 	
              a.

            	
              By
                the Company for Cause.
                The Company shall have the right to terminate this Agreement and
                to
                discharge the Employee for Cause (as defined below), at any time
                during
                the Employment Period. For the purposes of this Agreement, the Company
                shall have “Cause” to terminate the Employee’s employment hereunder
                upon:

            


    

     

    
      	
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        (i)
          failure
          to materially perform and discharge the duties and responsibilities of
          Employee
          under this Agreement after receiving written notice and allowing Employee
          ten
          (10) business days to create a plan to cure such failure(s), such plan
          being
          acceptable to the Board of Directors, and a further thirty (30) days to
          cure
          such failure(s), if so curable, provided,
          however,
          that
          after one such notice has been given to Employee and the thirty (30) day
          cure
          period has lapsed, the Company is no longer required to provide time to
          cure
          subsequent failures under this provision, or 

      

    

    


    (ii)
       any
      breach by Employee of the material provisions of this Agreement; or


    


    (iii)
       misconduct
      which, in the good faith opinion and sole discretion of the Board of Directors,
      is injurious to the Company; or 

    


    (iv)
       felony
      conviction involving the personal dishonesty or moral turpitude of Employee;
      or
      a determination by the Board, after consideration of all available information,
      that Employee has willfully and knowingly violated Company policies or
      procedures involving discrimination, harassment, or work place violence; or
      

    


    (v)
       engagement
      in illegal drug use or alcohol abuse which prevents Employee from performing
      his
      duties in any manner, or 

    


    (vi)
       any
      misappropriation, embezzlement or conversion of the Company’s opportunities or
      property by the Employee; or 

    


    (vii)
       willful
      misconduct, recklessness or gross negligence by the Employee in respect of
      the
      duties or obligations of the Employee under this Agreement and/or the
      Confidentiality, Non-Solicitation or Non-Competition Agreement.

    


    Any
      termination for Cause pursuant to this Section shall be given to the Employee
      in
      writing and shall set forth in detail all acts or omissions upon which the
      Company is relying to terminate the Employee for Cause. If an Employee is
      terminated for Cause, the Employee shall only be entitled to receive his accrued
      and unpaid Salary, bonus and other benefits through the termination date and
      the
      Company shall have no further obligations under this Agreement from and after
      the date of termination.

    


    
      	 	
              b.

            	
              Termination
                by Company Without Cause.
                At any time during the Employment Period, the Company shall have
                the right
                to terminate this Agreement and to discharge the Employee without
                Cause
                effective upon delivery of written notice to the Employee. If the
                Company
                terminates the Employee without “Cause” for any reason, then the Company
                agrees that as severance it will continue to pay the Executive’s Base
                Salary in accordance with Section 3a. and maintain the Executive’s
                employee benefits in accordance with Section 3c. (the “Severance
                Payments”)
                for six (6) months from the notice of termination. Employee further
                agrees
                that in the event that he obtains employment during any period where
                Severance Payments are being made, he will promptly notify the Company.
                Provided that such employment does not violate the terms of the
                Confidentiality, Non-Solicitation and Non-Competition Agreement,
                such
                severance payments will continue to be paid. If a termination of
                the
                Employee by the Company Without Cause shall occur at anytime, than
                the pro
                rata portion of any unvested Time-based options (as specified in
                Section
                3d(1)) up until the date of the Employee’s termination that were due to
                vest in the year of the Employee’s termination shall vest. Other than as
                set forth in the immediately preceding three sentences, the Company
                shall
                have no further salary or bonus payment or other benefits obligations
                under this Agreement after the date of termination; provided,
                however,
                that the Employee shall only be entitled to continuation of the Severance
                Payments as long as he is in compliance with the provisions of the
                Confidentiality, Non-Compete and Non-Solicit Agreement, which is
                part of
                this Agreement. 

            


    

     

    
      	
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    The
      Employee acknowledges and agrees that any and all payments to which he would
      be
      entitled under this Paragraph 5b are conditioned upon and subject to his
      execution of a general waiver and release, in such reasonable form as counsel
      for the Company shall determine,
      of all claims the Employee has or may have against the Company.

    


    
      	 	
              c.

            	
              By
                Resignation of the Employee.
                The Employee may terminate his employment hereunder, upon giving
                sixty
                (60) days written notice to the Company. The Employee agrees that
                during
                such sixty (60) day period no more than one week of unused vacation
                may be
                utilized and that all other unused vacation up to the time of termination
                shall be forfeited. In the event of such a termination, the Employee
                shall
                comply with any reasonable request of the Company to assist in providing
                for an orderly transition of authority, but such assistance shall
                not
                delay the Employee’s termination of employment longer than sixty (60) days
                beyond the Employee’s original notice of termination. Upon such a
                termination, the Employee shall become entitled to any accrued but
                unpaid
                salary and other benefits up to and including the date of termination.
                

            


    

    .

    
      	 	
              d.

            	
              Disability
                of the Employee.
                This Agreement may be terminated by the Company upon the Disability
                of the
                Employee. "Disability" shall mean any mental or physical illness,
                condition, disability or incapacity which prevents the Employee from
                reasonably discharging his duties and responsibilities under this
                Agreement for a period of ninety (90) days in any one hundred eighty
                (180)
                day period. In the event that any disagreement or dispute shall arise
                between the Company and the Employee as to whether the Employee suffers
                from any Disability, then, in such event, the Employee shall submit
                to the
                physical or mental examination of a physician licensed under the
                laws of
                the State of Florida, who is agreeable to the Company and the Employee,
                and such physician shall determine whether the Employee suffers from
                any
                Disability. In the absence of fraud or bad faith, the determination
                of
                such physician shall be final and binding upon the Company and the
                Employee. The entire cost of such examination shall be paid solely
                by the
                Company. In the event the Company has purchased disability insurance
                for
                Employee, the Employee shall be deemed disabled if he is disabled
                as
                defined by the terms of the disability policy. On the date that the
                Employee is deemed to have a Disability, this Agreement will be deemed
                to
                have been terminated and the Employee shall be entitled to receive
                from
                the Company his accrued and unpaid Base Salary, bonus and other benefits
                through the termination date. If a termination of the Employee by
                Disability shall occur at anytime, than the pro rata portion of any
                unvested Time-based options (as specified in Section 3d(1)) up until
                the
                date of the Employee’s termination that were due to vest in the year of
                the Employee’s termination shall vest. Other than as set forth in the
                immediately preceding two sentences, the Company shall have no further
                salary or bonus payment or other benefits obligations under this
                Agreement
                from and after the date of termination due to Disability.
                

            


    

     

    
      	
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            	e.	
              Death
                of the Employee.
                In
                the event of the death of Employee, the employment of the Employee
                by the
                Company shall automatically terminate on the date of the Employee's
                death
                and the Company shall be obligated to pay Employee’s estate (i) the
                Employee’s accrued and unpaid Base Salary, bonus and other benefits
                through the termination date. If the death of the Employee shall
                occur at
                anytime, than the pro rata portion of any unvested Time-based options
                up
                until the date of the Employee’s death that were due to vest in the year
                of the Employee’s death shall vest. Other than as set forth in the
                immediately preceding two sentences, the Company shall have no further
                obligations under this Agreement from and after the date of termination
                due to the death of the Employee. 

            


    

     

    6. Confidentiality,
      Non-Compete & Non-Solicitation Agreement.
      Employee
      agrees to the terms of the Confidentiality, Non-Compete and Non-Solicitation
      Agreement attached hereto as Addendum
      A
      and has
      signed that Agreement. Such Confidentiality, Non-Compete & Non-Solicitation
      Agreement is hereby incorporated into and part of this Agreement. 

    


    7. Importance
      of Certain Clauses.
      Employee
      and Employer state that the covenants contained in the Confidentiality,
      Non-Compete and Non-Solicitation Agreement attached hereto and incorporated
      into
      this Agreement are material terms of this Agreement and all parties understand
      the importance of such provisions to the ongoing business of Employer. As such,
      because Employer's continued business and viability depend on the protection
      of
      such secrets and non-competition, these clauses are interpreted by the parties
      to have the widest and most expansive applicability as may be allowed by law
      and
      Employee understands and acknowledges his or her understanding of
      same.

    


    8. Consideration.
      Employee
      acknowledges and agrees that the provision of employment under this Agreement
      and the execution by the Employer of this Agreement constitute full, adequate
      and sufficient consideration to Employee for the Employee's duties, obligations
      and covenants under this Agreement and under the Confidentiality,
      Non-Competition & Non-Solicit Agreement incorporated into this
      Agreement.

    


    9. Exit
      Interview.
      Upon the
      effective date of termination of employment (unless due to Employee’s death),
      the Employee shall participate in an exit interview with Employer and certify
      in
      writing that the Employee has complied with his contractual obligations and
      intends to comply with his continuing obligations under this Agreement,
      including, but not limited to, the terms of the Confidentiality, Non-Compete
      and
      Non-Solicit Agreement. The Employee shall also provide the Employer with
      information concerning the Employee's subsequent employer and the capacity
      in
      which the Employee will be employed. The Employee's failure to comply shall
      be a
      material breach of this Agreement, for which the Employer, in addition to any
      other civil remedy, may seek equitable relief.

    


    10. Withholding.
      All
      payments made to the Employee shall be made net of any applicable withholding
      for income taxes and the Employee's share of FICA, FUTA or other taxes. The
      Company shall withhold such amounts from such payments to the extent required
      by
      applicable law and remit such amounts to the applicable governmental authorities
      in accordance with applicable law. 

     

    11.
       Representations
      of Employee.
      Employee
      represents and warrants to the Company that (a) nothing in his past legal and/or
      work and/or personal experiences, which if became broadly known in the
      marketplace, would impair his ability to serve as the Principle Accounting
      Officer of a publicly-traded company or materially damage his credibility with
      public shareholders; (b) that there are no restrictions, agreements, or
      understandings whatsoever to which he is a party which would prevent or make
      unlawful his execution of this Agreement or employment hereunder, (c) that
      Employee’s execution of this Agreement and employment hereunder shall not
      constitute a breach of any contract, agreement or understanding, oral or
      written, to which he is a party or by which he is bound, (d) that Employee
      is
      free and able to execute this Agreement and to continue employment with the
      Company, and (e) that Employee has not used and will not use confidential
      information or trade secrets belonging to any prior employers to perform
      services for Company.

     

    
      	
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    12.  Effect
      of Partial Invalidity.
      The
      invalidity of any portion of this Agreement shall not affect the validity of
      any
      other provision. In the event that any provision of this Agreement is held
      to be
      invalid, the parties agree that the remaining provisions shall remain in full
      force and effect.

    


    13.
       Entire
      Agreement.
      This
      Agreement including Addendum A reflects the complete agreement between the
      parties regarding the subject matter identified herein and shall supersede
      all
      other previous agreements, either oral or written, between the parties. The
      parties stipulate that neither of them, nor any person acting on their behalf
      has made any representations except as are specifically set forth in this
      Agreement and each of the parties acknowledges that it or he has not relied
      upon
      any representation of any third party in executing this Agreement, but rather
      have relied exclusively on his own judgment in entering into this
      Agreement.

    


    14.
       Assignment.
      Employer
      may assign its interest and rights under this Agreement at its sole discretion
      and without approval of Employee to a successor in interest by Employer’s
      merger, consolidation or other form of business combination with or into a
      third
      party where Employer’s stockholders before such event do not control a majority
      of the resulting business entity after such event. All rights and entitlements
      arising from this Agreement, including but not limited to those protective
      covenants and prohibitions set forth in the Confidentiality, Non-Compete and
      Non-Solicitation Agreement attached as Addendum A and incorporated into this
      Agreement shall inure to the benefit of any purchaser, assignor or transferee
      of
      this Agreement and shall continue to be enforceable to the extent allowable
      under applicable law. Neither this Agreement, nor the employment status
      conferred with its execution is assignable or subject to transfer in any manner
      by Employee. 

    


    15.
       Notices.
      All
      notices, requests, demands, and other communications shall be in writing and
      shall be given by registered or certified mail, postage prepaid, i) if to the
      Company, at the Company’s then current headquarters location, and ii) if to the
      Employee, at the most recent address on file with the Company for the Employee
      or to such subsequent addresses as either party shall so designate in writing
      to
      the other party.

    


    16. Remedies.
      If any
      action at law, equity or in arbitration, including an action for declaratory
      relief, is brought to enforce or interpret the provisions of this Agreement,
      the
      prevailing party may, if the court or arbitrator hearing the dispute, so
      determines, have its reasonable attorneys’ fees and costs of enforcement
      recouped from the non-prevailing party.

    


    17. Amendment/Waiver.
      No
      waiver, modification, amendment or change of any term of this Agreement shall
      be
      effective unless it is in a written agreement signed by both parties. No waiver
      by Employer of any breach or threatened breach of this Agreement shall be
      construed as a waiver of any subsequent breach unless it so provides by its
      terms.

     

    18. Governing
      Law, Venue and Jurisdiction.
      This
      Agreement and all transactions contemplated by this Agreement shall be governed
      by, construed, and enforced in accordance with the Laws of the State of Florida
      without regard to any conflicts of laws, statutes, rules, regulations or
      ordinances. Employee consents to personal jurisdiction and venue in the Circuit
      Court in and for Lee County, Florida regarding any action arising under the
      terms of this Agreement and any and all other disputes between Employee and
      Employer.

     

    
      	
              06/24/08

            	
               

            
	 	  



    

     

    
      
        
        

      

      
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    19.
       Arbitration.  Any
      and
      all controversies and disputes between Employee and Employer arising from this
      Agreement or regarding any other matter whatsoever shall be submitted to
      arbitration before a single unbiased arbitrator skilled in arbitrating such
      disputes under the American Arbitration Association, utilizing its Commercial
      Rules. Any arbitration action brought pursuant to this section shall be heard
      in
      Fort Myers, Lee County, Florida. The Circuit Court in and for Lee County,
      Florida shall have concurrent jurisdiction with any arbitration panel for the
      purpose of entering temporary and permanent injunctive relief, but only with
      respect to any alleged breach of the Confidentiality, Non-Compete and
      Non-Solicitation Agreement. 

    


    20. Headings.
      The
      titles to the paragraphs of this Agreement are solely for the convenience of
      the
      parties and shall not affect in any way the meaning or interpretation of this
      Agreement.

     

    21. Miscellaneous
      Terms.
      The
      parties to this Agreement declare and represent that:

    


    
      	 	
              a.

            	
              They
                have read and understand this
                Agreement;

            


    

    


    
      	 	
              b.

            	
              They
                have been given the opportunity to consult with an attorney if they
                so
                desire; 

            


    

    
      	 	 	 


    

    
      	 	
              c.

            	
              They
                intend to be legally bound by the promises set forth in this Agreement
                and
                enter into it freely, without duress or
                coercion;

            


    

    


    
      	 	
              d.

            	
              They
                have retained signed copies of this Agreement for their records;
                and

            


    

    


    
      	 	
              e.

            	
              The
                rights, responsibilities and duties of the parties hereto, and the
                covenants and agreements contained herein, shall continue to bind
                the
                parties and shall continue in full force and effect until each and
                every
                obligation of the parties under this Agreement has been
                performed.

            


    

    


    22. Counterparts.
      This
      Agreement may be executed in counterparts and by facsimile, or by pdf, each
      of
      which shall be deemed an original for all intents and purposes.

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      written above.

    


    
      	
              EMPLOYEE:

            
	 	 
	/s/
              Jerome J. Dvonch  
	 Jerome
              J. Dvonch
	 	 
	NEOGENOMICS,
              INC.
	 	 
	
               /s/
                Steven C. Jones

            
	
              Steven
                C. Jones    

            
	
              Acting
                Principal Financial Officer

            


    

     

    
      	
              06/24/08

            	
               

            
	 	  



    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    Addendum
      A

    


    Form
      of Confidentiality, Non-Compete and Non-Solicitation
      Agreement


    
      
        
        

      

      
        10